Vantiv, Inc. : Vantiv, Inc. : Vantiv Reports Fourth Quarter and Full Year 2012 Results

Vantiv, Inc. : Vantiv, Inc. : Vantiv Reports Fourth Quarter and Full Year 2012
                                   Results

                             Vantiv News Release

           Vantiv Reports Fourth Quarter and Full Year 2012 Results

             Completes Successful First Year as a Public Company
         $0.38 in Fourth Quarter Adjusted Cash Net Income per Share
            $1.22 in Full Year Adjusted Cash Net Income per Share
           Net Revenue Guidance for 2013 of $1.21 to $1.23 Billion
    Adjusted Cash Net Income per Share Guidance for 2013 of $1.46 to $1.50

CINCINNATI - February  20, 2013 -  Vantiv, Inc. (NYSE:  VNTV) (Vantiv or  "the 
Company") today announced financial  results for the  fourth quarter and  full 
year ended December 31, 2012. Revenue increased 13% to $494.1 million in  the 
fourth quarter as compared  to $439.0 million in  the prior year period.  Net 
revenue increased 12% to $271.2 million  in the fourth quarter as compared  to 
$242.7 million  in  the  prior year  period.  On  a GAAP  basis,  net  income 
attributable to Vantiv, Inc. was $28.8  million during the fourth quarter,  or 
$0.22 per diluted  share, compared with  $15.7 million, or  $0.18 per  diluted 
share, in the prior year period. Cash net income increased 39% in the  fourth 
quarter to  $81.6 million  as compared  to  $58.5 million  in the  prior  year 
period. Adjusted cash net income per  share was $0.38 for the fourth  quarter. 
(See Schedule 2 for cash net income and Schedules 6 and 7 for GAAP net income
reconciliation to cash net income.)

For the full year,  revenue increased 15% to  $1,863.2 million as compared  to 
$1,622.4 million in  the prior year.  Net revenue increased  18% to  $1,022.6 
million in 2012 as compared  to $865.7 million in the  prior year. On a  GAAP 
basis, net income attributable to Vantiv,  Inc. in 2012 was $57.6 million,  or 
$0.47 per diluted  share, compared with  $36.2 million, or  $0.40 per  diluted 
share, in the prior  year. Cash net  income increased 41%  in 2012 to  $260.0 
million as compared  to $184.1 million  in the prior  year. Adjusted cash  net 
income per share was $1.22 for the  full year 2012. (See Schedule 2 for  cash 
net income and Schedules 6  and 7 for GAAP  net income reconciliation to  cash 
net income.) 

Transaction growth  was 20%  and 19%  for the  fourth quarter  and full  year, 
respectively, primarily due  to superior  transaction growth  in the  Merchant 
Services segment  of  23%  and 24%  for  the  fourth quarter  and  full  year, 
respectively. The Financial  Institutions Services  segment also  experienced 
strong transaction growth with a 7% and 3% increase for the fourth quarter and
full year, respectively.

Vantiv's scale and efficiency continued  to support superior profitability  as 
reflected by the Company's fourth quarter adjusted EBITDA margin of 53%.  For 
the full year, Vantiv's adjusted EBITDA margin was 50%. (See Schedules 6  and 
7 for GAAP net  income reconciliation to  cash net income  and Schedule 8  for 
reconciliation from GAAP income from operations to adjusted EBITDA.)

With respect  to  cash net  income,  income tax  expense  was reduced  by  the 
recognition of tax  benefits attributable to  the amortization of  intangibles 
and other tax attributes associated with acquisitions, including Litle, and to
the tax basis step up associated with our separation from Fifth Third Bank and
the subsequent purchase or exchange of Class B units of Vantiv Holding.  This 
tax benefit is  recurring and is  expected to reduce  income tax expense  with 
respect to cash net income by approximately $4.0 million each quarter in  2013 
and beyond.

"Our fourth quarter  results cap  an outstanding first  year for  Vantiv as  a 
public company," said Charles Drucker,  president and chief executive  officer 
at Vantiv. "Our strong financial performance  is a testament to our  dedicated 
employees, our commitment  to execution, and  our focus on  our clients.  Our 
strategy to  generate  superior growth  and  profitability by  broadening  and 
deepening our distribution channels, expanding  into high growth markets,  and 
increasing our small  to mid-sized  client base is  working, and  I expect  to 
continue to deliver double-digit growth in 2013 and beyond."

Merchant Services
Net revenue increased 12% to $188.4 million in the fourth quarter as  compared 
to $167.5 million in the prior year period, primarily due to a 23% increase in
transactions. On  a full  year basis,  net revenue  increased 24%  to  $699.8 
million, primarily due to a 24% increase in transactions. Net revenue grew at
a lower rate in the fourth quarter as compared to the full year due  primarily 
to the impact of the debit interchange legislation in the Durbin Amendment  in 
the fourth  quarter of  2011. Consistent  with the  prior two  quarters,  net 
revenue per transaction  declined as  compared to  the prior  year period  due 
principally to the  addition of a  large national processing  contract in  the 
second quarter.  Sales and  marketing  expenses increased  6% in  the  fourth 
quarter to $62.5 million and by 21% for the full year to $255.9 million.

Financial Institution Services
Net revenue increased 10% to $82.8  million in the fourth quarter as  compared 
to $75.2 million in the prior year  period, primarily due to a 7% increase  in 
transactions and  growth in  value added  services revenue.  On a  full  year 
basis, net  revenue increased  7% to  $322.8 million,  primarily due  to a  3% 
increase in transactions and  growth in value  added services revenue.  Sales 
and marketing expenses increased by 4%  in the fourth quarter to $5.6  million 
and by 3% for the full year to $24.8 million.

2013 Financial Outlook
"The results we achieved in 2012 along with continued expectations for  strong 
growth in  our core  business as  well as  expansion into  ecommerce gives  us 
confidence in  our  growth as  we  enter  2013," said  Mark  Heimbouch,  chief 
financial officer. "In 2013,  we expect to generate  net revenue of $1.21  to 
$1.23 billion,  which  represents growth  of  approximately 18%  to  20%,  and 
adjusted cash net income per share of $1.46 to $1.50, which represents  growth 
of 20% to 23%. On a GAAP basis,  we expect to generate earnings per share  of 
$0.60 to $0.63 in 2013."

Earnings Conference Call and Audio Webcast
The Company will host a conference call to discuss fourth quarter and full
year 2012 financial results today at 8:00 AM ET. Hosting the call will be
Charles Drucker, president and chief executive officer and Mark Heimbouch,
chief financial officer. The conference call can be accessed live over the
phone by dialing (888) 205-6695, or for international callers (913) 981-5583,
and referencing conference code 8782456. A replay will be available
approximately two hours after the call concludes and can be accessed by
dialing (888) 203-1112, or for international callers (719) 457-0820, and
entering replay pass code 8782456. The replay will be available through
Wednesday, March 6, 2013. The call will be webcast live from the Company's
investor relations website at http://investors.vantiv.com.

About Vantiv, Inc.
Vantiv,  Inc.  (NYSE:  VNTV)  is  a  leading,  integrated  payment   processor 
differentiated by a single, proprietary technology platform. Vantiv offers  a 
comprehensive suite  of  traditional  and innovative  payment  processing  and 
technology solutions to merchants and  financial institutions of all sizes  in 
the U.S., enabling them  to address their payment  processing needs through  a 
single provider. We  build strong relationships  with our customers,  helping 
them become more efficient,  more secure and more  successful. Vantiv is  the 
third largest merchant acquirer  and the largest PIN  debit acquirer based  on 
number of transactions  in the  U.S. The Company's  growth strategy  includes 
expanding further  into  high  growth payment  segments,  such  as  ecommerce, 
mobile, prepaid and information solutions, and attractive industry  verticals, 
such as business-to-business, government,  healthcare and education. For  more 
information, visit www.vantiv.com.

Non-GAAP Financial Measures
This earnings release  presents non-GAAP financial  information including  net 
revenue, adjusted EBITDA, cash  net income, and adjusted  cash net income  per 
share information. These are important financial performance measures for the
Company, but are not financial measures as defined by GAAP. The  presentation 
of this financial information is not intended to be considered in isolation or
as a substitute for,  or superior to, the  financial information prepared  and 
presented in accordance with GAAP. The Company uses these non-GAAP  financial 
measures for  financial and  operational decision  making and  as a  means  to 
evaluate period-to-period comparisons. The Company believes that they  provide 
useful information about operating results, enhance the overall  understanding 
of past  financial performance  and future  prospects, and  allow for  greater 
transparency with respect to key metrics  used by management in its  financial 
and operational decision making. Reconciliations of these non-GAAP  financial 
measures to the most directly comparable GAAP financial measures are presented
in the attached schedules.

Net revenue is  revenue, less network  fees and other  costs. Cash net  income 
includes adjustments to exclude amortization of intangible assets acquired  in 
business combinations and customer  portfolio and related asset  acquisitions, 
share-based compensation, transition costs associated with our separation from
Fifth Third Bank, integration costs incurred in connection with  acquisitions, 
cash tax adjustments, and conversion of non-controlling interests into  shares 
of Class A  common stock. For  purposes of providing  better comparability  we 
also made  adjustments to  interest  expense and  depreciation in  2011.  (See 
Schedule 6  and 7  for  a reconciliation  from GAAP  net  income to  cash  net 
income.)

Forward-Looking Statements
This release contains forward-looking statements that are subject to risks and
uncertainties. All statements other than statements of historical fact or
relating to present facts or current conditions included in this release are
forward-looking statements including any statements regarding guidance and
statements of a general economic or industry specific nature. Forward-looking
statements give our current expectations and projections relating to our
financial condition, results of operations, guidance, plans, objectives,
future performance and business. You can identify forward-looking statements
by the fact that they do not relate strictly to historical or current facts.
These statements may include words such as "anticipate," "estimate," "expect,"
"project," "plan," "intend," "believe," "may," "should," "can have," "likely"
and other words and terms of similar meaning in connection with any discussion
of the timing or nature of future operating or financial performance or other
events.

The  forward-looking  statements  contained  in  this  release  are  based  on 
assumptions that we  have made  in light of  our industry  experience and  our 
perceptions  of  historical  trends,   current  conditions,  expected   future 
developments  and  other  factors  we   believe  are  appropriate  under   the 
circumstances. As you  review and consider  information presented herein,  you 
should  understand  that  these  statements  are  not  guarantees  of   future 
performance or results.  They depend  upon future  events and  are subject  to 
risks, uncertainties (many of which  are beyond our control) and  assumptions. 
Although we  believe  that  these  forward-looking  statements  are  based  on 
reasonable assumptions, you should be aware that many factors could affect our
actual future performance or results and cause them to differ materially  from 
those anticipated in the forward-looking statements. Certain of these  factors 
and other risk factors  are discussed in the  Company's filings with the  U.S. 
Securities and Exchange Commission  and include, but are  not limited to:  (i) 
the ability to keep  pace with rapid developments  and change in our  industry 
and provide new services to our clients; (ii) competition within our industry;
(iii) disclosure of unauthorized data and security breaches that expose us  to 
liability, litigation and reputational damage; (iv) failures of our systems or
systems of our third party providers;  (v) our inability to expand our  market 
share in existing  markets or  expand into new  markets; (vi)  our ability  to 
identify acquisition, joint venture and partnership candidates and finance  or 
integrate businesses, services or technologies that we acquire; (vii)  failure 
to comply with applicable  requirements of Visa,  MasterCard or other  payment 
networks; (viii)  changes in  payment  network rules  or standards;  (ix)  our 
ability  to  pass  fee  increases  along  to  merchants;  (x)  termination  of 
sponsorship or clearing services provided  to us; (xi) increased attrition  of 
our merchants, independent sales organizations, or ISOs, or referral partners;
(xii) inability  to  successfully renew  or  renegotiate agreements  with  our 
clients  or  ISOs;  (xiii)  reductions  in  overall  consumer,  business   and 
government spending; (xiv) fraud by merchants or others; (xv) a decline in the
use of credit, debit or prepaid cards; (xvi) consolidation in the banking  and 
retail industries; and (xvii) the effects of governmental regulation,  changes 
in laws and outcomes  of future litigation or  investigations. Should one  or 
more of  these risks  or uncertainties  materialize, or  should any  of  these 
assumptions prove incorrect, our actual results may vary in material  respects 
from those projected in these forward-looking statements.

Any forward-looking statement made by us in this release speaks only as of the
date on  which we  make it.  Factors or  events that  could cause  our  actual 
results to differ may emerge from time to time, and it is not possible for  us 
to predict all  of them.  We undertake no  obligation to  publicly update  any 
forward-looking statement,  whether as  a result  of new  information,  future 
developments or otherwise, except as may be required by law.

Contacts:
Investors
Nathan Rozof, CFA
Senior Vice President, Investor Relations
(866) 254-4811
(513) 900-4811
IR@vantiv.com

Media
Andrew Ciafardini
Director of Public Relations
(513) 900-5308
Andrew.Ciafardini@vantiv.com

Schedule 1
Vantiv,Inc.
Consolidated Statements of Income
(Unaudited)
(in thousands, except share data)

                     ThreeMonthsEnded                        Year Ended
                                 December
                 December 31,       31,                December 31,  December 31,
                     2012          2011      %Change      2012          2011      %Change
Revenue          $    494,092   $  439,047      13 %   $ 1,863,239   $ 1,622,421      15 %
Network fees
and other costs       222,906      196,359      14 %       840,597       756,735      11 %
Net revenue           271,186      242,688      12 %     1,022,642       865,686      18 %
Sales and
marketing              68,042       64,633       5 %       280,644       236,917      18 %
Other operating
costs                  38,572       35,672       8 %       158,374       143,420      10 %
General and
administrative         31,844       18,367      73 %       118,231        86,870      36 %
Depreciation
and
amortization           41,357       39,559       5 %       160,538       155,326       3 %
Income from
operations             91,371       84,457       8 %       304,855       243,153      25 %
Interest
expense-net           (9,897)     (25,764)    (62) %      (54,572)     (111,535)    (51) %
Non-operating
expenses(1)                 -        (700)      NM       (92,672)      (14,499)      NM
Income before
applicable
income taxes           81,474       57,993      40 %       157,611       117,119      35 %
Income tax
expense                24,005       18,226      32 %        46,853        32,309      45 %
Net income             57,469       39,767      45 %       110,758        84,810      31 %
Less: Net
income
attributable to
non-controlling
interests            (28,715)     (24,054)      19 %      (53,148)      (48,570)       9 %
Net income
attributable to
Vantiv,Inc.     $     28,754   $   15,713      83 %   $    57,610   $    36,240      59 %
Net income per
share of
ClassA common
stock
attributable to
Vantiv,Inc.:
Basic            $      0.23    $     0.18             $      0.50   $      0.40
Diluted          $      0.22    $     0.18             $      0.47   $      0.40
Shares used in
computing net
income per
share of Class
A common stock:
Basic            126,100,698    89,515,617             116,258,204    89,515,617
Diluted          132,783,880    89,515,617             122,747,362    89,515,617
Non Financial
Data:
Transactions
(in millions)          4,171         3,490      20 %        15,362        12,935      19 %


(1)Non-operating expenses primarily consist of charges incurred with the
refinancing of our debt in March2012 and May2011 and the termination of our
interest rate swaps in March2012.

Schedule 2
Vantiv,Inc.
Cash Net Income (Non-GAAP)
(Unaudited)
(in thousands, except share data)

See schedule 6 and 7 for a reconciliation of GAAP net income to cash net
income.

                   ThreeMonthsEnded                       YearEnded
                               December
                December 31,     31,                December 31,  December 31,
                    2012         2011     %Change      2012          2011      %Change
Revenue         $   494,092   $ 439,047      13 %   $ 1,863,239   $ 1,622,421      15 %
Network fees
and other
costs               222,906     196,359      14 %       840,597       756,735      11 %
Net revenue         271,186     242,688      12 %     1,022,642       865,686      18 %
Sales and
marketing            68,042      64,133       6 %       280,644       236,126      19 %
Other
operating
costs                38,374      32,921      17 %       155,825       128,256      21 %
General and
administrative       20,771      15,229      36 %        76,329        62,509      22 %
Adjusted
EBITDA(1)           143,999     130,405      10 %       509,844       438,795      16 %
Depreciation
and
amortization         12,077       9,453      28 %        43,103        33,733      28 %
Adjusted
income from
operations          131,922     120,952       9 %       466,741       405,062      15 %
Interest
expense-net         (9,897)    (25,764)    (62) %      (54,572)     (105,638)    (48) %
Adjusted
income before
applicable
income taxes        122,025      95,188      28 %       412,169       299,424      38 %
Income tax
expense (at an
effective tax
rate of
38.5%)(2)            46,980      36,646      28 %       158,685       115,278      38 %
Cash tax
adjustments(3)      (6,525)           -     NM         (6,525)             -     NM
Adjusted
income tax
expense              40,455      36,646                 152,160       115,278
Cash net
income(4)       $    81,570   $  58,542      39 %   $   260,009   $   184,146      41 %
Adjusted cash
net income per
share(5)        $      0.38                         $      1.22
Adjusted
shares
outstanding(6)  213,724,756                         213,772,063
Non Financial
Data:
Transactions
(in millions)         4,171       3,490      20 %        15,362        12,935      19 %

Non-GAAP Financial Measures
This schedule presents net revenue, adjusted EBITDA, cash net income, and
adjusted cash net income per share information. These are important financial
performance measures for the company, but are not financial measures as
defined by GAAP. Such financial measures should not be considered as
alternatives to GAAP net income, and such measures may not be comparable to
those reported by other companies.

Cash net income is derived from GAAP net income, adjusting for the following
items: (a)amortization of intangible assets acquired in business combinations
and customer portfolio and related asset acquisitions; (b)non-operating
expenses primarily associated with the refinancing of our debt and the
termination of our interest rate swaps in March2012 and May2011;
(c)adjustments to income tax expense assuming conversion of non-controlling
interests into shares of ClassA common stock; (d)share-based compensation;
(e)costs associated with our separation from Fifth Third Bank and acquisition
and integration costs incurred in connection with our acquisitions; and (f)
tax benefits due to the amortization of intangible assets and other tax
attributes resulting from or acquired with our acquisitions, including Litle,
and to the tax basis step up associated with our separation from Fifth Third
Bank and the purchase or exchange of Class B units of Vantiv Holding, net of
payment obligations under tax receivable agreements established at the time of
our initial public offering. For purposes of providing better comparability,
we also make adjustments in 2011 to reflect depreciation and amortization
assuming that our property and equipment at December31, 2011 was in place on
January1, 2011 and for interest expense assuming the Company's level of debt
and applicable terms as of December31, 2011 was outstanding on January1,
2011.


(1)See schedule 8 for a reconciliation of GAAP income from operations to
adjusted EBITDA.
(2)Represents adjustments to income tax expense assuming conversion of
non-controlling interests into shares of ClassA common stock, including the
tax effect of adjustments described above.
(3) Represents tax benefits due to the amortization of intangible assets and
other tax attributes resulting from or acquired with our acquisitions,
including Litle, and to the tax basis step up associated with our separation
from Fifth Third Bank and the purchase or exchange of Class B units of Vantiv
Holding, net of payment obligations under tax receivable agreements
established at the time of our initial public offering.
(4) Cash net income assumes the conversion of non-controlling interests into
shares of ClassA common stock.
(5)Adjusted cash net income per share is calculated as cash net income
divided by adjusted shares outstanding.
(6)Shares for the twelve months ended December 31, 2012 are pro forma and
weighted assuming the equity structure in place March31, 2012, was in place
January1, 2012. The quarter to date and year to date adjusted shares
outstanding include 80,940,875 ClassB units that are excluded from the GAAP
dilutive income per share calculation.

Schedule 3
Vantiv,Inc.
Segment Information
(Unaudited)
(in thousands)

                               ThreeMonthsEndedDecember 31,2012
                                  FinancialInstitution      General
               MerchantServices        Services         Corporate/Other    Total
Total revenue  $       380,232    $         113,860      $          -     $ 494,092
Network fees
and other
costs                  191,842               31,064                 -       222,906
Net revenue            188,390               82,796                 -       271,186
Sales and
marketing               62,492                5,550                 -        68,042
Segment
profit         $       125,898    $          77,246      $          -     $ 203,144
Non-financial
data:
Transactions
(in millions)            3,300                  871                           4,171
Net revenue
per
transaction    $        0.0571    $          0.0951                       $  0.0650

                               ThreeMonthsEndedDecember 31,2011
                                  FinancialInstitution      General
               MerchantServices        Services         Corporate/Other    Total
Total revenue  $       331,514    $         107,533      $           -    $ 439,047
Network fees
and other
costs                  164,053               32,306                  -      196,359
Net revenue            167,461               75,227                  -      242,688
Sales and
marketing               58,799                5,335                499       64,633
Segment
profit         $       108,662    $          69,892      $       (499)    $ 178,055
Non-financial
data:
Transactions
(in millions)            2,673                  817                           3,490
Net revenue
per
transaction    $        0.0626    $          0.0921                       $  0.0695

                                    YearEndedDecember 31,2012
                                  FinancialInstitution      General
               MerchantServices        Services         Corporate/Other     Total
Total revenue  $     1,409,158    $         454,081      $          -     $ 1,863,239
Network fees
and other
costs                  709,341              131,256                 -         840,597
Net revenue            699,817              322,825                 -       1,022,642
Sales and
marketing              255,887               24,757                 -         280,644
Segment
profit         $       443,930    $         298,068      $          -     $   741,998
Non-financial
data:
Transactions
(in millions)           11,912                3,450                            15,362
Net revenue
per
transaction    $        0.0587    $          0.0936                       $    0.0666

                                    YearEndedDecember 31,2011
                                  FinancialInstitution      General
               MerchantServices        Services         Corporate/Other     Total
Total revenue  $     1,185,253    $         437,168      $           -    $ 1,622,421
Network fees
and other
costs                  620,852              135,883                  -        756,735
Net revenue            564,401              301,285                  -        865,686
Sales and
marketing              211,062               24,046              1,809        236,917
Segment
profit         $       353,339    $         277,239      $     (1,809)    $   628,769
Non-financial
data:
Transactions
(in millions)            9,591                3,344                            12,935
Net revenue
per
transaction    $        0.0588    $          0.0901                       $    0.0669

Schedule 4
Vantiv,Inc.
Condensed Consolidated Statements of Financial Position
(Unaudited)
(in thousands)

                                                 December 31,  December31,
                                                     2012          2011
Assets
Current assets:
Cash and cash equivalents                        $    67,058   $   370,549
Accounts receivable-net                              397,664       368,658
Related party receivable                               4,415         4,361
Settlement assets                                    429,377        46,840
Prepaid expenses                                      10,629         8,642
Other                                                 11,934        20,947
Total current assets                                 921,077       819,997
Customer incentives                                   28,927        17,493
Property and equipment-net                           174,940       152,310
Intangible assets-net                                884,536       916,198
Goodwill                                           1,804,592     1,532,374
Deferred taxes                                       141,361         4,292
Other assets                                          24,096        47,046
Total assets                                     $ 3,979,529   $ 3,489,710
Liabilities and equity
Current liabilities:
Accounts payable and accrued expenses            $   215,998   $   193,706
Related party payable                                  1,625         3,814
Settlement obligations                               542,564       208,669
Current portion of note payable                       92,500        16,211
Deferred income                                        9,667         7,313
Current maturities of capital lease obligations        5,505         4,607
Other                                                  1,609         6,400
Total current liabilities                            869,468       440,720
Long-term liabilities:
Note payable                                       1,163,605     1,738,498
Tax receivable agreement obligations                 484,700             -
Capital lease obligations                              8,275        12,322
Deferred taxes                                         8,207         9,263
Other                                                  1,039        33,187
Total long-term liabilities                        1,665,826     1,793,270
Total liabilities                                  2,535,294     2,233,990
Commitments and contingencies
Equity:
Total equity (1)                                   1,444,235     1,255,720
Total liabilities and equity                     $ 3,979,529   $ 3,489,710


(1)Includes equity attributable to non-controlling interests.

Schedule 5
Vantiv,Inc.
Consolidated Statements of Cash Flows
(Unaudited)

                                                            YearEnded
                                                    December 31,  December 31,
                                                        2012          2011
Operating Activities:
Net income                                          $   110,758   $    84,810
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization expense                   160,538       155,326
Loss on derivative assets                                     -           800
Amortization of customer incentives                       6,372         3,511
Amortization and write-off of debt issuance costs        59,407        19,544
Share-based compensation expense                         33,444         2,974
Deferred taxes                                              352        31,133
Other non-cash items                                      1,208           303
Change in operating assets and liabilities:
Increase in accounts receivable and related party
receivable                                             (28,517)      (25,715)
Decrease in net settlement assets and obligations      (48,668)      (38,258)
Increase in customer incentives                         (9,306)      (11,385)
Decrease (increase) in prepaid and other assets          11,053      (10,532)
(Decrease) increase in accounts payable and
accrued expenses                                        (3,415)        30,693
Decrease in payable to related party                    (2,189)       (8,652)
Increase (decrease) in other liabilities                  2,077       (1,098)
Net cash provided by operating activities               293,114       233,454
Investing Activities:
Purchases of property and equipment                    (51,435)      (62,714)
Acquisition of customer portfolios and related
assets                                                 (13,213)       (3,906)
Purchase of investments                                   (313)       (3,300)
Cash used in acquisitions, net of cash acquired       (352,330)             -
Net cash used in investing activities                 (417,291)      (69,920)
Financing Activities:
Proceeds from initial public offering, net of
offering costs of $39,091                               460,913             -
Proceeds from follow-on offering, net of offering
costs of $1,951                                          33,512             -
Proceeds from issuance of long-term debt              1,338,750             -
Repayment of debt and capital lease obligations     (1,859,199)      (20,373)
Payment of debt issuance costs                         (28,949)       (6,276)
Purchase of ClassB units in Vantiv Holding from
Fifth Third                                            (33,512)             -
Repurchase of ClassA common stock (to satisfy tax
withholding obligations)                               (17,906)             -
Tax benefit from employee share-based compensation       14,747             -
Distribution to funds managed by Advent
International Corporation                              (40,086)             -
Distribution to non-controlling interests              (47,584)       (2,848)
Net cash used in financing activities                 (179,314)      (29,497)
Net increase in cash and cash equivalents             (303,491)       134,037
Cash and cash equivalents-Beginning of period           370,549       236,512
Cash and cash equivalents-End of period             $    67,058   $   370,549
Cash Payments:
Interest                                            $    60,886   $   106,459
Taxes                                                    29,261        12,127
Non-cash Items:
Issuance of tax receivable agreements               $   484,700   $         -
Assets acquired under capital lease obligations           1,202        19,711
Assets acquired under debt obligations                        -        19,302
Accrual of secondary offering costs                       3,000             -

Schedule 6
Vantiv,Inc.
Reconciliation of GAAP Net Income to Cash Net Income
(Unaudited)
(in thousands)

                                      ThreeMonthsEndedDecember 31,2012
                           Transition,Acquisition  Share-Based      Other
                  GAAP       andIntegration(1)     Compensation  Adjustments     CashNetIncome
Revenue        $ 494,092   $                -       $         -   $        -      $     494,092
Network fees
and other
costs            222,906                    -                 -            -            222,906
Net revenue      271,186                    -                 -            -            271,186
Sales and
marketing         68,042                    -                 -            -             68,042
Other
operating
costs             38,572                (198)                 -            -             38,374
General and
administrative    31,844              (4,518)           (6,555)            -             20,771
Depreciation
and
amortization      41,357                    -                 -     (29,280)  (2)        12,077
Income from
operations        91,371                4,716             6,555       29,280            131,922
Interest
expense-net      (9,897)                    -                 -            -            (9,897)
Non-operating
expenses               -                    -                 -            -                  -
Income before
applicable
income taxes      81,474                4,716             6,555       29,280            122,025
Income tax
expense           24,005                1,816             2,524       18,635  (4)        46,980
Tax
adjustments(5)         -                    -                 -      (6,525)            (6,525)
Net income(6)  $  57,469   $            2,900       $     4,031   $   17,170      $      81,570

                                      ThreeMonthsEndedDecember 31,2011
                           Transition,Acquisition  Share-Based      Other
                  GAAP       andIntegration(1)     Compensation  Adjustments     CashNetIncome
Revenue        $ 439,047   $                -       $        -    $        -      $     439,047
Network fees
and other
costs            196,359                    -                -             -            196,359
Net revenue      242,688                    -                -             -            242,688
Sales and
marketing         64,633                (500)                -             -             64,133
Other
operating
costs             35,672              (2,751)                -             -             32,921
General and
administrative    18,367              (2,366)            (772)             -             15,229
Depreciation
and
amortization      39,559                    -                -      (30,106)  (2)         9,453
Income from
operations        84,457                5,617              772        30,106            120,952
Interest
expense-net     (25,764)                    -                -             -           (25,764)
Non-operating
expenses           (700)                    -                -           700  (3)             -
Income before
applicable
income taxes      57,993                5,617              772        30,806             95,188
Income tax
expense           18,226                2,161              297        15,962  (4)        36,646
Tax
adjustments(5)         -                    -                -             -                  -
Net income(6)  $  39,767   $            3,456       $      475    $   14,844      $      58,542

Non-GAAP Financial Measures
This schedule presents net revenue and cash net income. These are important
financial performance measures for the company, but are not financial measures
as defined by GAAP. Such financial measures should not be considered as
alternatives to GAAP net income, and such measures may not be comparable to
those reported by other companies.


(1)Represents acquisition and integration costs incurred in connection with
our acquisitions and costs associated with our separation from Fifth Third
Bank.
(2)Represents amortization of intangible assets acquired through business
combinations and customer portfolio and related asset acquisitions.
(3) Represents non-operating expenses primarily associated with the
refinancing of our debt in 2012 and 2011.
(4)Represents adjustments to income tax expense assuming conversion of
non-controlling interests into shares of ClassA common stock.
(5)Represents tax benefits due to the amortization of intangible assets and
other tax attributes resulting from or acquired with our acquisitions,
including Litle, and to the tax basis step up associated with our separation
from Fifth Third Bank and the purchase or exchange of Class B units of Vantiv
Holding, net of payment obligations under tax receivable agreements
established at the time of our initial public offering.
(6) Net income assumes the conversion of non-controlling interests into shares
of ClassA common stock.

Schedule 7
Vantiv,Inc.
Reconciliation of GAAP Net Income to Cash Net Income
(Unaudited)
(in thousands)

                                            YearEndedDecember31,2012
                              Transition,
                              Acquisition
                                  and       Share-Based   Comparability     Other           Cash
                   GAAP      Integration(1)  Compensation   Adjustments   Adjustments      NetIncome
Revenue        $ 1,863,239      $       -      $       -       $    -      $       -      $ 1,863,239
Network fees
and other          840,597              -              -            -              -          840,597
costs
Net revenue      1,022,642              -              -            -              -        1,022,642
Sales and          280,644              -              -            -              -          280,644
marketing
Other
operating          158,374        (2,549)              -            -              -          155,825
costs
General and        118,231        (8,458)       (33,444)            -              -           76,329
administrative
Depreciation
and                160,538              -              -            -      (117,435)  (2)      43,103
amortization
Income from        304,855         11,007         33,444            -        117,435          466,741
operations
Interest          (54,572)              -              -            -              -         (54,572)
expense-net
Non-operating     (92,672)              -              -            -         92,672  (3)           -
expenses
Income before
applicable         157,611         11,007         33,444            -        210,107          412,169
income taxes
Income tax          46,853          4,238         12,876            -         94,718  (4)     158,685
expense
Tax                      -              -              -            -        (6,525)          (6,525)
adjustments(5)
Net income(6)  $   110,758      $   6,769      $  20,568       $    -      $ 121,914      $   260,009

                                              YearEndedDecember31,2011
                              Transition,
                              Acquisition
                                  and       Share-Based   Comparability        Other           Cash
                   GAAP      Integration(1)  Compensation   Adjustments      Adjustments      NetIncome
Revenue        $ 1,622,421     $        -       $      -     $       -         $      -      $ 1,622,421
Network fees
and other          756,735              -              -             -                -          756,735
costs
Net revenue        865,686              -              -             -                -          865,686
Sales and          236,917          (791)              -             -                -          236,126
marketing
Other
operating          143,420       (15,164)              -             -                -          128,256
costs
General and         86,870       (21,387)        (2,974)             -                -           62,509
administrative
Depreciation
and                155,326              -              -         1,734   (7)  (123,327)  (2)      33,733
amortization
Income from        243,153         37,342          2,974       (1,734)          123,327          405,062
operations
Interest         (111,535)              -              -         5,897   (8)          -        (105,638)
expense-net
Non-operating     (14,499)              -              -             -           14,499  (3)           -
expenses
Income before
applicable         117,119         37,342          2,974         4,163          137,826          299,424
income taxes
Income tax          32,309         14,376          1,145         1,603           65,845  (4)     115,278
expense
Tax                      -              -              -             -                -                -
adjustments(5)
Net income(6)  $    84,810     $   22,966       $  1,829     $   2,560         $ 71,981      $   184,146

Non-GAAP Financial Measures
This schedule presents net revenue and cash net income. These are important
financial performance measures for the company, but are not financial measures
as defined by GAAP. Such financial measures should not be considered as
alternatives to GAAP net income, and such measures may not be comparable to
those reported by other companies.


(1)Represents acquisition and integration costs incurred in connection with
our acquisitions and costs associated with our separation from Fifth Third
Bank.
(2)Represents amortization of intangible assets acquired through business
combinations and customer portfolio and related asset acquisitions.
(3)Represents non-operating expenses primarily associated with the
refinancing of our debt in 2012 and 2011 and the termination of our interest
rate swaps in 2012.
(4)Represents adjustments to income tax expense assuming conversion of
non-controlling interests into shares of ClassA common stock.
(5) Represents tax benefits due to the amortization of intangible assets and
other tax attributes resulting from or acquired with our acquisitions,
including Litle, and to the tax basis step up associated with our separation
from Fifth Third Bank and the purchase or exchange of Class B units of Vantiv
Holding, net of payment obligations under tax receivable agreements
established at the time of our initial public offering.
(6)Net income assumes the conversion of non-controlling interests into shares
of ClassA common stock.
(7)Depreciation and amortization represents expense associated with our
property and equipment, assuming that our property and equipment at
December31, 2011 was in place on January1, 2011.
(8)Represents adjustment to reflect what our 2011 interest expense would have
been if the Company's level of debt and applicable terms as of December31,
2011 was outstanding on January1, 2011.

Schedule 8
Vantiv,Inc.
Reconciliation of GAAP Income from Operations to Adjusted EBITDA
(Unaudited)
(in thousands)

                  ThreeMonthsEnded                      YearEnded
                                                     December    December
              December31,  December31,               31,         31,
                  2012          2011      %Change     2012        2011     %Change
Income from
operations    $    91,371   $    84,457       8 %   $ 304,855   $ 243,153      25 %
Depreciation
and
amortization       41,357        39,559       5 %     160,538     155,326       3 %
Transition,
acquisition
and
integration
costs(1)            4,716         5,617    (16) %      11,007      37,342    (71) %
Share-based
compensation        6,555           772      NM       33,444       2,974      NM
Adjusted
EBITDA        $   143,999   $   130,405      10 %   $ 509,844   $ 438,795       16 %

Non-GAAP Financial Measures
This schedule presents adjusted EBITDA, which is an important financial
performance measure for the company, but is not a financial measure as defined
by GAAP. Such financial measure should not be considered as an alternative to
GAAP income from operations, and such measure may not be comparable to those
reported by other companies.


(1)Represents costs associated with our separation from Fifth Third Bank and
acquisition and integration costs in connection with our acquisitions.

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